Obesity is epidemic and is one of our most serious public health problems. Many of obesity's unfavorable health effects are more strongly related to central (abdominal and upper trunk) adiposity than to peripheral adiposity. Central adiposity is closely linked to other components of metabolic syndrome: increased cholesterol, hypertension, and insulin resistance. Adverse stress hormone patterns appear to favor central fat deposition. In addition, adverse stress responses may drive eating patterns that lead to obesity. The overall goal of this project is to test whether a meditation based intervention that can shift stress hormone patterns, when added to a diet and exercise program, improves fat distribution and enhances weight loss and maintenance of weight loss. We have developed an intervention that applies mindfulness meditation practices to obesity and metabolic syndrome, Craving and Lifestyle Modification through Mindfulness (CALMM). The intervention draws on Mindfulness Based Stress Reduction and Mindfulness Based Eating Awareness Training. CALMM aims to decrease adverse stress responses, improve sensitivity to hunger satiety cues, and develop mindful eating practices. Initial data suggests that CALMM supports gradual weight loss, improvements in stress cortisol responses, and decreased abdominal fat. The diet component of CALMM+ aims for a modest calorie reduction (typically 500 Kcal/day) and focuses on healthy diet choices that facilitate caloric reduction. The exercise component of CALMM+ focuses on moderate exercise, primarily through increased daily walking as well as through structured exercise time. Both the diet and exercise components of CALMM+ incorporate mindfulness, e.g. mindful walking exercise and mindful eating. We have also developed a program, Diet-Ex, that uses the diet and exercise components from CALMM+, without the integration of mindfulness practices into diet and exercise. In this project, 200 participants will be randomized in a 1:1 ratio to CALMM+ or Diet-Ex. Groups will meet for 16 weekly sessions, then monthly during a 4 month maintenance phase. We will compare the effects of each intervention on weight loss and its maintenance, fat distribution, insulin sensitivity, and perceived stress and mood over an 18 month period. We hypothesize that the CALMM+ group will achieve greater improvements in fat distribution and maintain the most weight loss over 18 months. The results of the study will provide important new information about whether a mind-body intervention targeted to reduce adverse stress reactions and improve awareness of eating behaviors is useful in treating obesity and altering features of the metabolic syndrome.